DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant ☒	Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12

GUARANTY BANCSHARES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☒ No fee required

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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16475 Dallas Parkway, Suite 600

Addison, Texas 75001

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON WEDNESDAY, MAY 15, 2024

The 2024 Annual Meeting of Shareholders (the “Meeting”) of Guaranty Bancshares, Inc. (the “Company”) will be held in person at Guaranty Bank & Trust, 100 West Arkansas Street, Mount Pleasant, Texas 75455 on Wednesday, May 15, 2024, beginning at 1:00 p.m., (Central Time), for the following purposes:

To elect three Class III directors to serve on the board of directors of the Company until the Company’s 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified;

To make a non-binding advisory vote on the compensation of the Company’s named executive officers;

To ratify the appointment of Whitley Penn LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024; and

To transact such other business as may properly come before the Meeting or any adjournment(s) thereof.

The close of business on March 20, 2024 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting or at any adjournments thereof. A list of shareholders entitled to vote at the Meeting will be available for inspection by any shareholder at the main office of the Company during ordinary business hours for a period of at least ten days prior to the Meeting.

You are cordially invited and urged to attend the Meeting. Regardless of whether you plan to attend the Meeting, you are urged to sign and date the enclosed proxy and return it promptly in the enclosed envelope. If you attend the Meeting, you may vote in person, regardless of whether you have given your proxy. Your proxy may be revoked at any time before it is voted.

    By Order of the Board of Directors,

   

    Ty Abston

   

    Chairman of the Board & CEO

   

Addison, Texas

April 1, 2024

YOUR VOTE IS IMPORTANT. To ensure your representation at the Meeting, you are urged to complete, date, and sign the enclosed proxy and return it in the accompanying envelope at your earliest convenience, regardless of whether you plan to attend the Meeting. No additional postage is necessary if the proxy is mailed in the United States. The proxy is revocable at any time before it is voted at the Meeting.

    IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2024

   

    This proxy statement, along with our Annual Report to Shareholders, including our Annual Report on Form 10-K for the year ended December 31, 2023, are available free of charge on the following website: gnty.com.

TABLE OF CONTENTS


		Page
ABOUT THE ANNUAL MEETING		2

PROPOSAL 1 - ELECTION OF DIRECTORS		8
General		8
Information Regarding Director Nominees		9

CURRENT EXECUTIVE OFFICERS AND DIRECTORS		10
General		10
Continuing Directors		10
Executive Officers		12

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS		15
General		15
Board Independence		15
Leadership Structure		15
Board Meetings		15
Board Committees		15
Audit Committee		16
Whitley Penn Fees		17
Audit Committee Pre-Approval Policies and Procedures		17
Report of the Audit Committee of the Board of Directors		17
Compensation Committee		18
Compensation Committee Interlocks and Insider Participation		19
Corporate Governance and Nominating Committee		19
Director Qualifications		20
Employee Stock Ownership Plan with 401(k) Provision (KSOP) Committee		21
Code of Conduct; Code of Ethics for Chief Executive Officer and Senior Financial Officers		21
Corporate Governance Guidelines		21
Insider Trading Policy		21
Shareholder Communications with the Board		21
Human Capital		22

EXECUTIVE COMPENSATION AND OTHER MATTERS		23
Scope of Authority and Role of the Compensation Committee		23
Executive Compensation Philosophy		23
Our Compensation and Governance Best Practices		24
Competitive Positioning and Benchmarking		24
Named Executive Officers Compensation At Risk		25
Cash Compensation		25
Base Salary		25
Cash Bonuses		26
Long-Term Incentive Compensation		26
2015 Equity Incentive Plan		27
Retirement Benefits		28
Employee Stock Ownership Plan		28
Nonqualified Deferred Compensation		29
Executive Incentive Retirement Plan		29
Executive Deferred Contribution Plan		30
Other Compensation Components		30
Benefits and Perquisites		30
Compensation Committee Report		30
Summary Compensation Table		31
All Other Compensation		32
Equity Awards		32
Grants of Plan-Based Awards		32
Outstanding Equity Awards at Fiscal Year End		32
Options Exercised and Stock Vested		33
Nonqualified Deferred Compensation Table		34


Potential Payments upon Termination or Change in Control		34
Agreements with Executive Officers		35
CEO Pay Ratio		36
Pay Versus Performance		37
Relationship Between Compensation Actually Paid and Performance Measures		37
Compensation of Directors		38

CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS		39
Policies and Procedures Regarding Related Person Transactions		39
Related Person Transactions		39
Ordinary Banking Relationships		39


BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF THE COMPANY		40
Delinquent Section 16(a) Reports		41

PROPOSAL 2 - NONBINDING VOTE TO APPROVE EXECUTIVE COMPENSATION		42

PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF WHITLEY PENN LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024		43

SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 2025 ANNUAL MEETING		44

COST OF ANNUAL MEETING AND PROXY SOLICITATION		44

ANNUAL REPORT ON FORM 10-K		45

OTHER MATTERS		45

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON WEDNESDAY, MAY 15, 2024

We are providing these proxy materials in connection with our 2024 annual meeting of shareholders, to be held at Guaranty Bank & Trust, 100 West Arkansas Street, Mount Pleasant, Texas 75455 on Wednesday, May 15, 2024, beginning at 1:00 p.m., (Central Time). This proxy statement, the notice of the meeting and the enclosed proxy card are being first sent to our shareholders on or about April 1, 2024.

When we refer in this proxy statement to “we,” “our,” “us,” and “the Company,” we are referring to Guaranty Bancshares, Inc., unless the context indicates otherwise. When we refer to “you” and “your,” we are referring to the shareholder reading this proxy statement.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, MAY 15, 2024

Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”), the Company is providing access to its proxy materials both by sending you this full set of proxy materials and by notifying you of the availability of its proxy materials on the Internet. You may access the following information at our corporate website, gnty.com:

•

Notice of 2024 Annual Meeting of Shareholders to be held on Wednesday, May 15, 2024;

•

Proxy Statement for 2024 Annual Meeting of Shareholders to be held on Wednesday, May 15, 2024;

•

Form of Proxy; and

•

Annual Report to Shareholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

ABOUT THE ANNUAL MEETING

Q: When and where will the meeting be held?

A: The meeting is scheduled to take place at 1:00 p.m., Central Time, on Wednesday, May 15, 2024, at Guaranty Bank & Trust, 100 West Arkansas Street, Mount Pleasant, Texas 75455.

Q: What is the purpose of the meeting?

A: This is the 2024 annual meeting of shareholders of the Company. At the meeting, shareholders will act upon the matters outlined in the notice attached to this proxy statement, including the following:

To elect three Class III directors to serve on the board of directors of the Company until the Company’s 2027 annual meeting of shareholders or until their successors are duly elected and qualified;

To make a non-binding advisory vote on the compensation of the Company’s named executive officers (the "Say-on-Pay Vote");

To ratify the appointment of Whitley Penn LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024; and

To transact such other business as may properly come before the meeting or any adjournment(s) thereof.

Q: Who are the nominees for Class III director?

A: The following individuals, who all currently serve as Class III directors, have been nominated for reelection as Class III directors:


James S. Bunch	Sondra Cunningham
Christopher B. Elliott

The board of directors recommends that you vote FOR the election of each of the Class III director nominees listed above for election to the board of directors.

Q: Who is soliciting my vote?

A: Our board of directors is soliciting your vote for the 2024 annual meeting.

Q: What is a proxy?

A: A proxy is a legal designation of another person, the proxy, to vote on your behalf. By completing and returning the enclosed proxy card, or registering your proxy vote by telephone or over the Internet, you are giving the named proxies, who were appointed by our board, the authority to vote your shares in the manner that you indicate on your proxy card or by phone or Internet. If you intend to vote by telephone or through the website, you should retain the proxy card as you will need the control number printed on your proxy card to vote.

Q: What is a proxy statement?

A: A proxy statement is a document that describes the matters to be voted upon at the meeting and provides additional information about the Company. Pursuant to regulations of the SEC, we are required to provide you with a proxy statement containing certain information when we ask you to sign and return a proxy card to vote your stock at a meeting of the Company’s shareholders.

Q: Who is entitled to vote at the annual meeting?

A: You are entitled to receive notice of and to vote at the 2024 annual meeting if you owned shares of our common stock at the close of business on March 20, 2024, which is the date that our board of directors has fixed as the record date for the meeting. The record date is established by our board as required by Texas law. On the record date, 11,534,960 shares of our common stock were outstanding.

Q: What are the voting rights of the shareholders?

A: Each holder of common stock is entitled to one vote for each share of common stock registered, on the record date, in such holder’s name on the books of the Company on all matters to be acted upon at the annual meeting. Our certificate of formation prohibits cumulative voting.

The holders of at least a majority of the outstanding shares of common stock must be represented at the annual meeting, by attending in person or by proxy, in order to constitute a quorum for the transaction of business. At any annual meeting, whether or not a quorum is present, the chairman of the annual meeting or the holders of a majority of the issued and outstanding common stock, present in person or represented by proxy and entitled to vote at the annual meeting, may adjourn the annual meeting from time to time without notice or other announcement.

Q: What is the difference between a shareholder of record and a “street name” holder?

A: These terms describe how your shares are held. If your shares are registered directly in your name with Computershare Trust Company, N.A., our stock transfer agent, you are considered the shareholder of record with respect to those shares. The proxy statement and proxy card have been sent directly to you by Computershare Trust Company, N.A. at our request.

If your shares are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the shareholder of record of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” The proxy statement and proxy card have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a shareholder of record and hold shares in a brokerage account, you will receive a proxy card for shares held in your name and a voting instruction card for shares held in “street name.” Please complete, sign, date and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted.

Q: What is “householding” and how does it affect me?

A: With respect to eligible shareholders who share a single address, we are sending only one copy of the notice and proxy statement to that address unless we have received instructions to the contrary from any shareholder at that address. Eligible shareholders will continue to have access and receive separate proxy cards. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, a shareholder of record residing at such address who wishes to receive a separate copy of the notice and proxy statement in the future may contact us by mail at Guaranty Bancshares, Inc., 16475 Dallas Parkway, Suite 600, Addison, Texas 75001, Attn: Corporate Secretary, or by phone at (888) 572-9881. Eligible shareholders of record receiving multiple copies of the notice and proxy statement can request householding by contacting us in the same manner. Shareholders who own shares through a bank, broker or other nominee can request householding by contacting the bank, broker or other nominee.

Q: What do I need to do now?

A: The process for voting your shares depends on how your shares are held as described above.

Record Holders. If you are a record holder on the record date for the annual meeting, you may attend the annual meeting and vote in person or you may vote by proxy. If you are a record holder and want to vote by proxy, you may submit voting instructions by telephone by calling 1-800-652-VOTE (8683) and following the instructions provided on the call, or by visiting the website envisionreports.com/GNTY and following the instructions for Internet voting on that website. If you are voting by telephone or through the website, you will need to have the control number printed on your proxy card. You may also vote on a paper proxy card enclosed with this proxy. Your proxy card must be received by the Company by no later than the time the polls close for voting at the annual meeting for your vote to be counted at the annual meeting, or you may attend the annual meeting and vote in person. Please note that telephone and Internet voting will close at 11:59 p.m., Central Time, on Tuesday, May 14, 2024.

Voting your shares by proxy will enable your shares of common stock to be represented and voted at the annual meeting if you do not attend the annual meeting and vote your shares in person.

“Street Name” Holders. If you hold your shares in “street name,” your bank, broker or other nominee should provide you with voting instructions. You should follow these instructions to direct your nominee on how to vote your shares. If you complete the voting instructions but fail to indicate voting instructions for one or more of the proposals, then your broker will be unable to vote your shares with respect to the proposal(s) as to which you provide no voting instructions, except that the broker has the discretionary authority to vote your shares with respect to Proposal 3 — the ratification of the appointment of Whitley Penn LLP.

Alternatively, if you hold your shares in “street name” and you want to participate in or vote your shares in the annual meeting, you must register in advance. To register in advance to vote during the annual meeting, you must submit proof of your proxy power (legal proxy) reflecting your GNTY stock holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 4:00 p.m., Central Time, on May 8, 2024. You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

By email:

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail:

Computershare

Guaranty Bancshares Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Note that a broker letter that identifies you as a shareholder is not the same as a nominee-issued legal proxy. After you send your legal proxy to Computershare Trust Company, N.A., you will receive a control number that you will allow you to vote your shares prior to the annual meeting by calling 1-800-652-VOTE (8683) and following the instructions provided on the call, or by visiting the website envisionreports.com/GNTY and following the instructions for Internet voting on that website. If you fail to provide your legal proxy prior to the annual meeting, you will not be able to vote your shares at the in person annual meeting.

Q: How does the board of directors recommend that I vote my shares?

A: The board of directors recommends a vote:

• FOR the election of each of the three Class III director nominees,

• FOR the approval of the compensation paid to the Company's Named Executive Officers, and

• FOR the proposal to ratify the appointment of Whitley Penn LLP as our independent registered public accounting firm for 2024.

Q: How will my shares be voted if I return my proxy, but don’t specify how my shares will be voted?

A: If you are a record holder who returns a completed proxy card, or votes by phone or Internet, but you do not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting instructions, and such shares will be voted in the following manner:

• FOR the election of each of the three Class III director nominees,

• FOR the approval of the compensation paid to the Company's Named Executive Officers, and

• FOR the proposal to ratify the appointment of Whitley Penn LLP as our independent registered public accounting firm for 2024.

If you are a “street name” holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee will be unable to vote those shares, except that the nominee will have discretion to vote on the ratification of the appointment of Whitley Penn LLP (Proposal 3).

Q: What are my choices when voting?

A: Election of Class III Directors (Proposal 1). You may vote FOR or AGAINST, or you may ABSTAIN from voting, with respect to each director nominee.

Named Executive Officer Compensation Program / Say-on-Pay Vote (Proposal 2). You may vote FOR or AGAINST the proposal, or you may ABSTAIN from voting on the proposal.

Ratification of Whitley Penn LLP (Proposal 3). You may vote FOR or AGAINST the proposal, or you may ABSTAIN from voting on the proposal.

Q: Can I attend the meeting and vote in person?

A: Yes. All shareholders are invited to attend the annual meeting in person at Guaranty Bank & Trust, 100 West Arkansas Street, Mount Pleasant, Texas 75455. Shareholders of record on the record date for the annual meeting can vote in person at the annual meeting. If your shares of common stock are held in “street name,” then you are not the shareholder of record. See the response to the question “What do I need to do now?—“Street Name” Holders” above on how to vote.

Q: Will I be able to attend the annual meeting physically in person?

A: Yes. All shareholders are invited to attend the annual meeting in person at Guaranty Bank & Trust, 100 West Arkansas Street, Mount Pleasant, Texas 75455. There will be no virtual meeting.

Q: May I change my vote after I have submitted my proxy card?

A: Yes. Regardless of the method used to cast a vote, if a shareholder is a holder of record, he or she may change his or her vote by:

• delivering to us prior to the annual meeting a written notice of revocation addressed to: Guaranty Bancshares, Inc., 16475 Dallas Parkway, Suite 600, Addison, Texas 75001, Attn: Corporate Secretary;

• completing, signing and returning a new proxy card with a later date than your original proxy card, provided that such new proxy card is received prior to the annual meeting, and any earlier proxy will be revoked automatically;

• logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions indicated on the proxy card; or

• attending the annual meeting and voting during the annual meeting, and any earlier proxy will be revoked. However, simply attending the annual meeting without voting will not revoke your proxy.

If your shares are held in “street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank or other nominee holding your shares in “street name” in order to direct a change in the manner your shares will be voted.

Q: What vote is required to approve each item?

A: Election of Class III Directors (Proposal 1). Because this is an uncontested election, meaning the number of nominees is equal to the number of directors to be elected, each nominee will be elected to the board of directors if the nominee receives a majority of the votes cast, which means that the three Class III director nominees must each receive more votes “for” than “against” to be elected.

Executive Compensation / Say-on-Pay Vote (Proposal 2). The proposal is a non-binding advisory vote for the approval of the executive compensation program. The outcome of the proposal will be considered by the Compensation Committee in future executive compensation decisions.

Ratification of Whitley Penn LLP (Proposal 3). The proposal to ratify Whitley Penn LLP as our independent registered public accounting firm for 2024 will be adopted if the votes cast in favor of the proposal exceed the votes cast against the proposal.

Q: How are broker non-votes and abstentions treated?

A: A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Brokers, as holders of record, are permitted to vote on certain routine matters, but not on non-routine matters. Your broker has discretionary authority to vote your shares with respect to the ratification of the appointment of Whitley Penn LLP as our independent registered public accounting firm (Proposal 3). In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to the election of Class III directors to our board (Proposal 1) or the Say-on-Pay Vote (Proposal 2).

A broker non-vote or a withholding of authority to vote with respect to one or more nominees for director will not have the effect of a vote against such nominee or nominees because broker non-votes and abstentions are counted for purposes of determining the presence or absence of a quorum, but are not counted as votes cast at the annual meeting. Any abstentions will not have the effect of a vote against the proposal to ratify the appointment of Whitley Penn LLP as our independent registered public accounting firm. Because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter and a broker or other nominee may generally vote on routine matters, no broker non-votes are expected to occur in connection with this proposal.

Q: Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the annual meeting?

A: No. None of our shareholders has any dissenters’ or appraisal rights with respect to the matters to be voted on at the annual meeting.

Q: What are the solicitation expenses and who pays the cost of this proxy solicitation?

A: Our board is asking for your proxy, and we will pay all of the costs of soliciting shareholder proxies. We may use officers and employees of the Company to ask for proxies, as described below. The Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expense in forwarding the proxy materials to beneficial owners of the Company’s common stock.

Q: Is this proxy statement the only way that proxies are being solicited?

A: No. In addition to the solicitation of proxies by use of the mail, if deemed advisable, directors, officers and regular employees of the Company may solicit proxies personally or by telephone or other means of communication, without being paid additional compensation for such services.

Q: Are there any other matters to be acted upon at the annual meeting?

A: Management does not intend to present any business at the annual meeting for a vote other than the matters set forth in the notice, and management has no information that others will do so. The proxy also confers on the proxies the discretionary authority to vote with respect to any matter presented at the annual meeting for which advance notice was not received by the Company in accordance with the Company’s Third Amended and Restated Bylaws, or the Bylaws. If other matters requiring a vote of the shareholders properly come before the annual meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.

Q: Where can I find the voting results of the annual meeting?

Preliminary voting results will be announced at the annual meeting. Final voting results will be tallied by the inspector of election after the vote at the annual meeting. We will publish the final voting results in a Current Report on Form 8-K, which we are required to file with the SEC within four business days following the annual meeting.

Q: Who can help answer my questions?

A: The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this proxy statement. We urge you to carefully read this entire proxy statement and the accompanying annual report. If you have additional questions about the proxy statement or the annual meeting, you should contact Guaranty Bancshares, Inc., 16475 Dallas Parkway, Suite 600, Addison, Texas 75001, Attn: Corporate Secretary; telephone (888) 572-9881.

PROPOSAL 1 - ELECTION OF DIRECTORS

General

Our board of directors currently consists of 10 directors. In accordance with the Company’s Certificate of Formation, the members of the board of directors are divided into three classes as equal in number of directors as possible: Class I, Class II and Class III. The members of each class are elected for a term of office to expire at the third succeeding annual meeting of shareholders following their election. The term of office of the current Class III directors expires at the 2024 annual meeting. The terms of the Class I and Class II directors expire at the annual meeting of shareholders in 2025 and 2026, respectively. At the 2024 annual meeting, our shareholders will be asked to elect three persons to serve as Class III directors until the 2027 annual meeting of shareholders or until their successors are elected and qualified.

The Corporate Governance and Nominating Committee has recommended to the board of directors, and the board of directors has approved the nomination of, the following three individuals to serve as Class III directors of the Company until the Company’s 2027 annual meeting of shareholders and each until his or her respective successor is duly elected and qualified or until his or her earlier resignation or removal:


Name	Age	Position with Company	Director Since
James S. Bunch	63	Director	2014
Sondra Cunningham	63	Director and Secretary	2022
Christopher B. Elliott	55	Director	2010

Each of the nominees has previously served as a director of the Company and has agreed to serve as a director, if elected, for an additional term. If any of the nominees should become unable to serve as a director, our board of directors may designate a substitute nominee. In that case, the persons named on the proxy card as proxies may vote for the substitute nominee or nominees recommended by our board of directors. We have no reason to believe that any of the three nominees for election named above will be unable to serve.

Unless authority is expressly withheld, the proxy holders will vote the proxies received by them for the three director nominees listed above. Although each nominee has consented to being named in this proxy statement and to serve if elected, if any nominee should prior to the annual meeting decline or become unable to serve as a director, the proxies will be voted by the proxy holders for such other person as may be designated by the present board of directors.

Pursuant to the Company's Certificate of Formation, directors are elected by a majority of the votes cast in the election of directors, meaning that each candidate must receive more votes "for" than votes "against." However, if there are more nominees for director than there are available directorships, then the directors are elected by plurality, meaning those nominees receiving the most votes "for" will be elected director.

If a director does not receive a majority of the votes cast for his or her election, our Corporate Governance Guidelines require that the director promptly tender her or her resignation to the board of directors. The Corporate Governance and Nominating Committee will consider whether or not to accept such resignation and provide its recommendation to the full board no later than 60 days after the relevant shareholder meeting based on the factors set forth in our Corporate Governance Guidelines, and the full board of directors will make a final determination, considering such recommendation, of whether to accept or reject the tendered resignation no later than 90 days after the relevant shareholder meeting. The Company will disclose the board's decision, including a full explanation of the process by which the decision was reached, in a public filing with the SEC. If the resignation is accepted by the board, the Corporate Governance and Nominating Committee will recommend to the board of directors whether to reduce the number of directors or to fill the vacant directorship.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE CLASS III DIRECTOR NOMINEES LISTED ABOVE FOR ELECTION TO THE BOARD OF DIRECTORS.

Information Regarding Director Nominees

A brief description of the background of each of the nominees for Class III director is set forth below. No nominee has a family relationship with any other executive officer or director.

James S. Bunch. Mr. Bunch was elected to serve on the Company board of directors in 2014 and has served as a director of the Bank since 2012. Mr. Bunch serves as Chairman of the Compensation Committee, and as a member of the Corporate Governance and Nominating Committee, the Audit Committee, and the Bank’s Directors’ Loan and Executive Committees. Since 2006, Mr. Bunch serves as the President and Chief Executive Officer of BWI Companies, Inc., a privately held distribution company that has eight full service distribution locations and 12 secondary locations servicing 16 states in the south and mid-south. Prior to his appointment as the President and Chief Executive Officer, Mr. Bunch served as Vice President of Sales and the Texarkana location manager for BWI Companies, Inc. Mr. Bunch has over 35 years of experience managing a complex distribution company and has authored many articles regarding the growth and management of a successful business enterprise. Mr. Bunch has served as President of the National Lawn and Garden Distributors Association and as Chairman of the board of directors for Prokoz (distributor chemical buying group), Chairman of the board of directors for Gro Group (distributor lawn and marketing group) and current chair of the Voluntary Purchasing Group (member-owned fertilizer and chemical manufacturing co-op). Mr. Bunch is a very active member and either chairs or serves on several committees at Williams Memorial Methodist Church in Texarkana, Texas. Mr. Bunch currently serves or has served on many charitable boards such as Christus St. Michael Hospital Foundation, Methodist Retirement Communities Board of Directors and Water Springs Ranch (a home for neglected children). Mr. Bunch is a graduate of Stephen F. Austin State University, B.S. in Agriculture and a minor in Business Management, 1983. Mr. Bunch’s extensive management, strategic planning and mergers and acquisitions experience, as well as his community involvement, qualify him to serve on our board of directors.

Sondra Cunningham. Ms. Cunningham was appointed to our board of directors in November 2022. She currently serves as Senior Vice President and Chief Culture Officer of the Bank, and has served as Board Secretary for both the Bank and Holding Company since 2014. She joined the Bank in 1984 and has worked in various areas of the Bank. She serves on the Bank’s Community Development and Outreach Committee, Marketing Committee, and Expansion Committee. Ms. Cunningham’s extensive banking experience and long tenure at the Bank qualify her to serve on our board of directors.

Christopher B. Elliott. Mr. Elliott has served on our board of directors since 2010 and has served as a director of the Bank since 2004. He is Chairman of our Corporate Governance and Nominating Committee and our Audit Committee and serves on our KSOP Committee, Compensation Committee and the Bank’s Directors’ Loan and Executive Committees. Mr. Elliott has served as the managing partner of Kartos Holdings, L.P. since 2006. Kartos Holdings, L.P. owns several automobile dealerships with locations throughout Northeast Texas, as well as the real estate holdings associated with their operations. Mr. Elliott is a graduate of Texas Christian University, B.B.A. in Management, 1990. He is currently a member of the City of Mount Pleasant Airport Advisory Board. Mr. Elliott’s extensive business experience and contacts in our East Texas markets qualify him to serve on our board of directors.

CURRENT EXECUTIVE OFFICERS AND DIRECTORS

General

Our board of directors is composed of 10 members, and is divided into three classes of directors, serving staggered three-year terms. Approximately one-third of our board of directors is elected by our shareholders at each annual shareholders’ meeting for a term of three years, and the elected directors hold office until their successors are elected and qualified or until such director’s earlier death, resignation or removal. Our executive officers are appointed by our board of directors and hold office until their successors are duly appointed and qualified or until their earlier death, resignation or removal.

The board of directors of Guaranty Bank & Trust consists of 14 members. All of the Company’s directors serve on the board of directors of Guaranty Bank & Trust, except for Sondra Cunningham. As the sole shareholder of Guaranty Bank & Trust, we elect the directors of the Bank annually for a term of one year and the directors of the Bank hold office until their successors are elected and qualified or until such director’s earlier death, resignation or removal. The executive officers of Guaranty Bank & Trust are appointed by the Bank’s board of directors and hold office until their successors are duly appointed and qualified or until their earlier death, resignation or removal.

Continuing Directors

A brief description of the background of each of our continuing Class II and Class I directors together with the experience, qualifications, attributes or skills that we believe qualifies each director to serve on our board of directors is set forth below. Similar information for each of the current Class III directors, who have each been nominated to continue to serve in such role, has been provided above. No director has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or executive officer.


Name	Age	Position with Company	Position with Bank
Tyson T. Abston	58	Class II Director, Chairman of the Board and Chief Executive Officer	Chairman of the Board and Chief Executive Officer
Richard W. Baker	64	Class II Director	Director
Jeffrey W. Brown	62	Class II Director	Director
Bradley K. Drake	53	Class I Director	Director
Carl Johnson, Jr.	68	Class I Director	Director
Kirk L. Lee	62	Class I Director and President	Vice Chairman of the Board and Chief Credit Officer
James M. Nolan, Jr.	63	Class II Director	Director

Tyson T. Abston. Mr. Abston serves as Chairman of the Board and Chief Executive Officer of both the Company and the Bank. Mr. Abston joined the Bank as Senior Vice President in 1997, having previously served four years as an officer of another bank. He has previously served as President of the Bank’s Texarkana, Texas location and as Executive Vice President and President of the Bank. Mr. Abston has served as a director of the Bank since 1999 and a director of the Company since 2002. In 2005, Mr. Abston was elected President and Chief Executive Officer of the Bank and in 2006, he was appointed President of the Company. In 2013, Mr. Abston was appointed Chairman and Chief Executive Officer of both the Company and the Bank. He is also Chairman of the Executive Committee, and either chairs or is a member of all the key operational committees of the Bank. He has served on the boards of the Federal Home Loan Bank of Dallas, Independent Bankers Association of Texas and Texas Security Bank in Dallas. Mr. Abston has also served on various charitable organization boards, including Mount Pleasant Habitat for Humanity, Mount Pleasant Industrial Foundation and the Titus County Child Welfare Board. Mr. Abston is a graduate of the University of North Texas, B.B.A. in Finance, 1988, and Texas A&M University-Texarkana, MBA, 1990. Mr. Abston’s extensive experience in banking, as well as his long-standing business and banking relationships in our markets, qualify him to serve on our board of directors.

Richard W. Baker. Mr. Baker has served on the Company board of directors since 2015 and has served as a director of the Bank since 2013. Mr. Baker serves on our Compensation Committee, Corporate Governance and Nominating Committee, as well as the Bank’s Directors’ Loan Committee, Executive Committee and Trust Committee. Mr. Baker began his career in the utility and equipment trailer industry in 1977 and founded Big Tex Trailer Manufacturing, Inc. in 1982, where he served as President and Chief Executive Officer until 2012, when he partnered with H.I.G. Capital. He continued as CEO and Chairman of Big Tex until 2015 when the Company was sold to Bain Capital and became one of their portfolio companies. He continues to be involved with the company as a shareholder and board member. In 2001, Ernst & Young presented Mr. Baker with the Young Entrepreneur of the Year Award. In 2015, the National Association of Trailer Manufacturers awarded him the Outstanding Member Award, and in 2016, he was honored with the Lifetime Achievement

Award by the Titus County Chamber of Commerce. Mr. Baker is a present and past supporter of several civic and non-profit organizations throughout Titus County and is currently a board member of Titus Regional Medical Center. Recently, Mr. Baker and his wife Kelly, started Ignite Youth Club, Inc., which provides after school and summer enrichment programs for the youth of Titus County. Mr. Baker’s extensive experience in business, manufacturing, ranching and personal investments, as well as his long-standing personal and professional relationships throughout Texas and the United States, qualify him to serve on our board of directors.

Jeffrey W. Brown. Mr. Brown joined the Company board of directors in 2020 and has served as a director of the Bank since 2015. Mr. Brown serves on our Audit and KSOP Committees, as well as the Bank’s Directors’ Loan Committee, Executive Committee and Trust Committee. Mr. Brown is co-founder and managing partner of RoseRock Capital Group in Bryan, Texas where he helps direct the firm’s acquisitions while overseeing all financial and legal concerns of the firm. He is also responsible for developing equity capital resources and assists with investor relations. Mr. Brown has led numerous mergers and acquisitions of both public and private companies with deal values in excess of $5 billion and has led venture capital investments in more than a dozen companies valued in excess of $100 million. He also serves as a board member of Rogers Ventures Enterprises. Mr. Brown has served on numerous boards of directors of both public and private corporations over the last 25 years, frequently participating on audit and executive committees for those entities. He is a graduate of the University of Houston and the South Texas College of Law with a B.A. degree in Finance and Accounting and a J.D., magna cum laude, respectively. Mr. Brown’s extensive financial and legal business experience, as well as his years of experience in the Central Texas area and as a director of the Bank, qualify him to serve on our board of directors.

Bradley K. Drake. Bradley K. Drake. Mr. Drake has served on our board of directors since 2013 and has served as a director of the Bank since 2007. He currently serves as a member of the Compensation Committee, Corporate Governance and Nominating Committee, Audit Committee, KSOP Committee and the Bank's Executive Committee. Mr. Drake joined Lamar Companies, LLC in 2006 and currently serves as its Chief Executive Officer. Lamar Companies, LLC is a construction services company headquartered in Paris, Texas. Mr. Drake graduated with a bachelor of business administration in finance from Texas Tech University in 1993. Mr. Drake’s extensive commercial real estate experience, as well as his knowledge and business relationships throughout the state of Texas, qualify him to serve on our board of directors.

Carl Johnson, Jr. Mr. Johnson has served on our board of directors since 2003 and has served as a director of the Bank since 1991. He is Chairman of our KSOP Committee and serves on our Audit Committee, as a financial expert, and on our Corporate Governance and Nominating Committee and the Bank’s Directors’ Loan Committee, Executive Committee and Trust Committee. Mr. Johnson is a Certified Public Accountant and has been an owner of Baker & Johnson, PC since 1989. Mr. Johnson served as the County Auditor for Titus County from 1992 to 2019. He is a graduate of the University of Texas – Arlington, B.B.A. in Accounting, 1979. Mr. Johnson’s extensive financial and accounting experience qualifies him to serve on our board of directors.

Kirk L. Lee. Mr. Lee serves as President of the Company and as Vice Chairman and Chief Credit Officer of the Bank. Mr. Lee serves as Chairman of the Bank’s Directors’ Loan Committee, is a member of the Bank’s Executive Committee and either chairs or is a member of all the key operational committees of the Bank. Mr. Lee joined the Bank in 1992, serving as President of the Bank’s Paris, Texas office. Mr. Lee served as the President and Chief Credit Officer of the Bank from 2011 until his promotion to Vice Chairman and Chief Credit Officer in 2014. Mr. Lee has served as a director of the Bank since 2002 and a director of the Company since 2005. Mr. Lee has over 35 years of banking experience, and previously worked at the Arkansas State Banking Department as a Bank Examiner Supervisor and worked a number of years in commercial lending and management at another community bank prior to joining us. He is a graduate of Ouachita Baptist University, B.B.A., 1983. In addition, he received a graduate degree in commercial banking from the Southwestern Graduate School of Banking in 1989. His extensive experience in bank regulation and community bank management, coupled with his long-standing business and banking relationships in our markets, qualifies him to serve on our board of directors.

James M. Nolan, Jr. Mr. Nolan joined the Company board of directors in 2020 and has served as a director of the Bank since 2015. Mr. Nolan serves on our Audit, Corporate Governance and Nominating, and Compensation Committee, as well as the Bank’s Directors’ Loan Committee and Executive Committee. Mr. Nolan is a co-founder of Proterra Properties, an integrated real estate firm and investment management company which specializes in new developments and acquisitions. Before co-founding Proterra Properties, he spent a majority of his career with the Vantage Companies, a national real estate developer, where he was integrally involved in the formation of its asset management group. Mr. Nolan also co-founded Dallas City Bank in 2003, serving on its board of directors and several committees until it was acquired by Guaranty Bank & Trust in 2015. Mr. Nolan has participated in many civic activities, which has included a directorship at the Rise School of Dallas. He is a current member of the Salesmanship Club of Dallas and past member of its Foundation

Board. He is a graduate of Southern Methodist University with an M.B.A. in Real Estate and Finance and is a licensed real estate broker in the state of Texas. Mr. Nolan’s wealth of real estate and investment experience, particularly in the Dallas / Fort Worth market, as well as his experience as a director of the Bank and former director of Dallas City Bank, qualify him to serve on our board of directors.

Clifton A. Payne. Mr. Payne notified the Company and the Bank of his retirement, effective March 31, 2024, including his stepping down from the Company and Bank Board of Directors at that time. At the time of his retirement, Mr. Payne served as the Senior Executive Vice President of the Company and the Bank. He previously served as Senior Executive Vice President and Chief Financial Officer of the Company until December 2023 and Chief Financial Officer of the Bank until May 2022. Mr. Payne joined the Bank in 1984 as a Credit Analyst, before advancing to Senior Loan Officer, Controller, and Investment Officer and then Chief Financial Officer. He has served as a director of the Company since 1995 and served as a director of the Bank from 1995 until 2016, and then as an advisory member of the Bank’s board of directors from 2016 until his retirement. Prior to joining the Bank, Mr. Payne spent four years in private practice with a regional certified public accounting firm. With over 35 years of executive financial experience, Mr. Payne oversaw the Company's accounting and Investor Relations divisions until December 2023, when he announced his pending retirement date of March 2024. During his tenure as CFO, the Company went public in 1998, then delisted in 2005 to a private entity before going public again in 2017. Mr. Payne is a graduate of Baylor University, B.B.A. in Accounting, 1980 and is a licensed Certified Public Accountant. Mr. Payne’s deep institutional knowledge and extensive banking experience qualified him to serve on our board of directors.

Executive Officers

Certain information regarding each of our executive officers, including a brief description of the background of each of the executive officers of the Company who are not also directors, is set forth below. No executive officer has any family relationship, as defined in Item 401 of Regulation S-K, with any other executive officer or director.


Name	Age	Position with Company	Position with Bank
Tyson T. Abston	58	Class II Director, Chairman of the Board and Chief Executive Officer	Chairman of the Board and Chief Executive Officer
Martin C. Bell*	62	-----	Executive Vice President and Chief Operations Officer
W. Travis Brown	42	-----	Senior Executive Vice President and Chief Lending Officer
Charles A. Cowell*	68	-----	Senior Executive Vice President
Lisa Gallerano	63	-----	Executive Vice President and General Counsel
Shalene A. Jacobson	46	Executive Vice President and Chief Financial Officer	Executive Vice President and Chief Financial Officer
Kirk L. Lee	62	Class I Director and President	Vice Chairman of the Board and Chief Credit Officer
Harold E. Lower, II	59	-----	Senior Executive Vice President
Clifton A. Payne*	66	Class I Director, Senior Executive Vice President	Senior Executive Vice President
A. Craig Roberts	53	-----	Executive Vice President Chief Deposit & Retail Officer
Robert P. Sharp	58	-----	Executive Vice President and Chief Risk Officer
* Messrs. Payne and Cowell retired effective March 31, 2024. Mr. Bell retired effective February 14, 2024.

W. Travis Brown. Mr. Brown has been an Executive Officer of the Bank since 2022 and currently serves as Chief Loan Officer. In his capacity as the Chief Lending Officer and Senior Executive Vice President of the Bank, Mr. Brown is responsible for directing the organization's overall lending platform, loan production/underwriting and approval procedures. He works with senior management to define the vision for short-term and long-term loan production, growth, and service objectives. As Chief Loan Officer, he develops strategy, tactics, and performance goals required to achieve bank targeted financial results. In addition, he oversees the production side of the credit underwriting department and is instrumental in identifying, developing and implementing various systems, policies and operational improvements across Guaranty Bank &

Trust. He serves as a member on several critical operational committees of the Bank. Mr. Brown joined the Bank in 2017 as the Market President of Austin. He has over eighteen years of commercial banking experience, working with a variety of businesses, investors, and industries. Mr. Brown earned his BBA with honors from St. Edwards University in Austin and his Master’s in Business Administration from the University of Texas at the McCombs School of Business.

Lisa Gallerano. Ms. Gallerano currently serves as Executive Vice President and General Counsel of the Bank. Before joining the Bank in 2021, she spent 5 years as general counsel for a leading international data management and marketing company, where she served as chief legal advisor and headed the legal department. In 2016 she moved to corporate in-house counsel after 28 years in private practice at one of the top 50 global law firms, where she was a partner in the business litigation and counseling practice primarily representing corporate defendants, but also representing corporate plaintiffs in protecting their business interests and opportunities. A current board member of the Dallas Film Society, Inc., she has served on the boards of Shakespeare Dallas, Inc. and Catholic Charities of Dallas, Inc. She is a graduate of the University of Dallas, SMU Dedman School of Law, and the Leadership Dallas Class of 2006 - 2007.

Shalene A. Jacobson. Ms. Jacobson currently serves as Executive Vice President and Chief Financial Officer of the Company. Prior to joining the Bank in 2016, she spent 13 years working in public accounting, specializing in financial statement audits and consulting projects for banks and private equity companies. As a result, she has extensive financial and operational knowledge of most banking functions and products. In her consulting role, she aided companies in preparing for initial public offerings and for developing and implementing risk-based audit methodologies, including integration with the Committee of Sponsoring Organizations (COSO) and Sarbanes-Oxley requirements. Ms. Jacobson serves as an advisory director of the Company and a director of the Bank's board of directors. She also chairs the Bank’s Asset Liability Management and serves as a member on several other key operational committees of the Bank. She has served as a board member or volunteer for various non-profit organizations. Ms. Jacobson received her undergraduate degree, summa cum laude, from Auburn University Montgomery and a Master of Accountancy degree from Auburn University. She is a Certified Public Accountant and Certified Internal Auditor.

Harold E. Lower, II. Mr. Lower currently serves as Senior Executive Vice President. Mr. Lower has been an Executive Vice President of the Bank since 2010 and serves on the Directors’ Loan Committee. He served as a member of the Company board of directors from 2013 through 2015 and a member of the Bank’s board of directors from 2012 through 2015. He also serves as a member on all the key operational committees of the Bank. In his capacity as Senior Executive Vice President of the Bank, Mr. Lower is responsible for the oversight of the Bank's income-generating departments. Mr. Lower joined the Bank in 2009 as a Senior Vice President, having previously served eight years as an officer of a Northeast Texas bank. Mr. Lower has over 30 years of experience in the financial services industry. He is a graduate of Texas A&M University, B.B.A. in Accounting, 1987, and is a licensed Certified Public Accountant.

A. Craig Roberts. Mr. Roberts currently serves as Executive Vice President, Chief Deposit & Retail Officer for the Bank. In addition to commercial lending responsibilities, Mr. Roberts has administrative oversight of the Bank’s deposit and retail portfolio for the 33 locations operated throughout Texas. He, along with his teams, direct the growth and customer experience for all deposits and services. Mr. Roberts serves as a member on key operational committees of the Bank. Mr. Roberts joined the Bank in 1998 as a credit analyst in the Paris market. He has served directly in four markets with Mount Pleasant - Corporate being the most recent. Mr. Roberts has over 25 years of banking experience. He earned his bachelor’s degree from Austin College in Sherman, Texas. Post-graduation, he continued his education with Austin College working on a focus in accounting. He has completed banking programs with American Bank Association - University of Oklahoma, Texas Banker’s Association, Banking on Leaders of Tomorrow - Federal Reserve Bank of Dallas (Houston) Leader Conference and with Southern Methodist University - Cox School of Business and Southwestern Graduate School of Banking. After graduating with honors from Southwestern Graduate School of Banking at SMU in 2004, he later joined the faculty and remains on staff with the program. He has been guest lecturer at the Mays School of Business, Texas A&M University-Commercial Banking Program, North Texas University Banking School and other continuing education programs. He currently serves as a trustee for the Sulphur Springs Independent School District as President, the advisory board for the Texas A&M University-Commerce Banking school and is active in many non-profit organizations in addition to community events.

Robert P. Sharp. Mr. Sharp currently serves as Executive Vice President and Chief Risk Officer for the Bank. In addition to commercial lending responsibilities, Mr. Sharp has administrative oversight of the Bank’s Mount Pleasant and Pittsburg locations, regulatory compliance, loan and deposit operation divisions. Mr. Sharp chairs or serves as a member on all key operational committees of the Bank. Mr. Sharp joined the Bank in 2006 as Senior Vice President, having previously served 23 years with various North Texas banks. Mr. Sharp has over 35 years of banking experience. He is a graduate of Texas Tech University, B.A., 1990, and attended the American British College in Barcelona, Spain. Mr. Sharp also

graduated with honors from the Southwestern Graduate School of Banking in 2007. He serves as Vice Chair of the Board of Trustees at Northeast Texas Community College and is a member of the Mount Pleasant Rotary Club.

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

General

We are committed to having sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. Our board of directors has adopted Corporate Governance Guidelines, which set forth the framework within which our board, assisted by our board committees, directs the affairs of our organization. The Guidelines address, among other things, the composition and functions of the board, director independence, compensation of directors, management succession and review, board committees and selection of new directors. In addition, our board of directors adopted a Code of Conduct and an Insider Trading Policy that apply to all of our directors, officers and employees, as well as a separate Code of Ethics for the Chief Executive Officer and Senior Financial Officers. Our Corporate Governance Guidelines, as well the Code of Conduct, Insider Trading Policy and Code of Ethics, are available on our website at gnty.com. Any amendments to the Code of Ethics, or any waivers of its requirements, will be disclosed on our website, as well as any other means required by the New York Stock Exchange rules.

Board Independence

Under the rules of the New York Stock Exchange (the "NYSE"), independent directors must comprise a majority of our board of directors. The rules of the NYSE, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors.

Our board of directors has evaluated the independence of its members based upon the rules of the NYSE and the SEC. Applying these standards, our board of directors has affirmatively determined that directors Baker, Brown, Bunch, Drake, Elliott, Johnson and Nolan are “independent directors” under the applicable rules. This group of independent directors include two of the three nominees for Class III director. We have determined that directors Abston, Cunningham, Lee and Payne are not “independent directors” under the applicable rules because they are employees of the Company and/or the Bank.

Leadership

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SEC Form DEF 14A filed by Guaranty Bancshares Inc.